Chen Michael 4

What Happened

• Michael Chen, Chief Legal Officer of Newegg Commerce, exercised/conversion of 105 derivative shares on March 31, 2026. The exercise shows an effective exercise price/value of $41.06 per share (total $4,311).
• Of the 105 shares associated with the exercise, 67 shares were sold in an open‑market sale at $41.06 per share for proceeds of $2,751 (sale effected under a Rule 10b5‑1 plan). 38 shares were withheld to satisfy tax withholding obligations (38 × $41.06 = $1,560).
• The filing also reports a derivative conversion/disposition entry for 105 shares at $0.00, indicating a non‑cash conversion of the derivative instrument into underlying shares.

Key Details

• Transaction date: 2026-03-31; price: $41.06 per share.
• Shares exercised/converted: 105; shares sold: 67 (open market); shares withheld for taxes: 38.
• Cash paid to exercise (per filing): $4,311; sale proceeds reported: $2,751; tax withholding value: $1,560.
• Sale was effected pursuant to a Rule 10b5‑1 trading plan (footnote F1). Shares were withheld to satisfy tax withholding (footnote F2). Footnote F3 describes a separate RSU award schedule for the reporting person.
• Net effect of this specific transaction: the 105 exercised shares were fully allocated to the sale (67) and tax withholding (38), so no additional net shares retained from this exercise. The filing does not disclose total companywide holdings after the transaction in the summary provided here.
• No late‑filing indication provided in the transaction summary.

Context

• This was an option/derivative exercise combined with immediate disposition: part of the exercised shares were sold and part withheld for taxes, a common cashless exercise pattern that funds the exercise/taxes without additional cash outlay.
• The 10b5‑1 plan note means the sales were made under a prearranged trading plan; such sales are generally considered routine dispositions under an automated schedule rather than new market-timing decisions.